DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Exhibit 4.6
2009
OMNIBUS SECURITIES AND INCENTIVE PLAN
THIS
AGREEMENT made as of ___________, 200_, by and between Cogo Group, Inc., a
Maryland corporation (the “Company”), and
_________________ (the “Awardee”).
WITNESSETH:
WHEREAS,
the Company has adopted the Cogo Group, Inc. 2009 Omnibus Securities and
Incentive Plan (the “Plan”) for the
benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and
WHEREAS,
the Committee has authorized the award to the Awardee of shares of Restricted
Stock (“Restricted
Shares”) under the Plan, on the terms and conditions set forth in the
Plan and as hereinafter provided,
NOW,
THEREFORE, in consideration of the premises contained herein, the Company and
the Awardee hereby agree as follows:
1. Definitions.
Terms
used in this Agreement which are defined in the Plan shall have the same
meanings as set forth in the Plan.
2. Award of Restricted
Shares.
The
Committee hereby awards to the Awardee [insert # of shares] Restricted Shares.
All such Restricted Shares shall be subject to the restrictions and forfeiture
provisions contained in Sections 4, 5 and 6, such restrictions and forfeiture
provisions to become effective immediately upon execution of this Agreement by
the parties hereto.
3. Stock
Certificates.
The
Awardee hereby acknowledges that [insert #] stock certificates
for Restricted Shares are hereby awarded to the Awardee hereunder, each bearing
the following legend:
“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of an Agreement
entered into between the registered owner and Cogo Group, Inc., effective as of
______________, 20___. Copies of such Agreement are on file in the
offices of the Secretary, Cogo Group, Inc., Room 1001, Tower C, Skyworth
Building, High-Tech Industrial Park, Nanshan, Shenzhen, PRC.”
4. Vesting.
[Subject to Section 9,] the Restricted Shares shall
vest, no longer be subject to Restrictions and become transferable pursuant to
the terms of the Plan pursuant to the following schedule:
Insert
Vesting Schedule
To the
extent that any of the above vesting requirements are not satisfied, the
Restricted Shares subject thereto shall thereupon be forfeited by the
Awardee.
5. Termination of Director
Status.
[Sections 6.2 and 6.4 of the
Plan shall control.]
6. Restriction on
Transferability.
[Subject to Section 9,] the Restricted Shares shall
not be transferable unless and until (and solely to the extent) the Awardee
satisfies the vesting requirements contained in Section 4.
7. Voting and Dividend
Rights.
The
Awardee shall have the voting and dividend rights of a stockholder of Common
Stock with respect to the Restricted Shares; provided, however, that
dividends paid in shares of Common Stock shall be deposited with the Company,
together with a stock power endorsed in blank or other appropriate instrument of
transfer and shall be subject to the same Restrictions as the Restricted
Shares.
8. Regulation by the
Committee.
This
Agreement and the Restricted Shares shall be subject to the administrative
procedures and rules as the Committee shall adopt. All decisions of the
Committee upon any question arising under the Plan or under this Agreement,
shall be conclusive and binding upon the Awardee.
9. [Change of
Control.
Notwithstanding
the vesting requirements contained in Section 4 and the transfer restrictions
contained in Section 6, upon a Change of Control, all of the Restricted Shares
shall automatically become fully vested, no longer subject to Restrictions and
freely transferable, in each case as of the date of such Change of Control.]
10. Amendment.
The
Committee may amend this Agreement at any time and from time to time; provided, however, that no
amendment of this Agreement that would impair the Awardee’s rights or
entitlements with respect to the Restricted Shares shall be effective without
the prior written consent of the Awardee.
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11. Plan
Terms.
The terms
of the Plan are hereby incorporated herein by reference.
12. Effective Date of
Award.
The award
of each Restricted Share under this Agreement shall be effective as of the date
first written above.
13. Awardee
Acknowledgment.
By
executing this Agreement, the Awardee hereby acknowledges that he or she has
received and read the Plan and this Agreement and that he or she agrees to be
bound by all of the terms of both the Plan and this Agreement.
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ATTEST:
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________________________________
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By:_____________________________
Its:_____________________________
________________________,
Awardee
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